Upload
others
View
0
Download
0
Embed Size (px)
Citation preview
To: Business Editor 27th July 2017
For immediate release
Jardine Lloyd Thompson Group plc Interim Results for the Six Months ended 30th June 2017 (Unaudited)
The following announcement was issued today by the Company’s 42%-owned
associate, Jardine Lloyd Thompson Group plc.
For further information please contact:
Brunswick Group
Tom Burns +44 20 7404 5959
27 JULY 2017 Jardine Lloyd Thompson Group plc
INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2017 (UNAUDITED)
Jardine Lloyd Thompson Group plc (JLT or the ‘Group’) announces its interim results for the six months ended 30 June 2017.
FINANCIAL HIGHLIGHTS
Total revenue growth of 11% to £689.9m
Organic revenue growth of 3%, reflecting strong retention and new client wins
3% in Specialty businesses
2% in JLT Re
9% in UK Employee Benefits
Positive impact of foreign exchange movements, helping offset continued rating weakness
Underlying* profit before tax (PBT) of £100.1m, up 12% Underlying PBT, excluding the US investment**, up £7.1m to £113.5m
Reported PBT up 80% to £99.2m, driven by reduced exceptional charges
Underlying trading margin maintained at 15.9%
Underlying trading margin, excluding the US investment, at 18.9%
Reported diluted earnings per share (EPS) up 104% from 15.6p to 31.8p
Underlying diluted EPS up 12% from 28.4p to 31.9p
Interim cash dividend of 12.2p, up 5.2%
* Underlying results exclude exceptional items of £0.9m
** Net investment in US Specialty in the six month period to 30 June 2017 was £13.4m (2016: £17.2m)
BUSINESS HIGHLIGHTS
Further progress made with the US Specialty build-out, as revenues more than doubled, driven by strong organic growth and the contribution from Construction Risk Partners, acquired in January 2017
UK EB business now trading strongly following the restructure in 2016
Dominic Burke, Group Chief Executive, commented:
“JLT delivered a good financial performance in the first half of 2017. We have entered the second half with many of our businesses showing increasing momentum and we remain confident that we will deliver full year organic revenue growth more in line with historical rates, generating sustained year-on-year financial progress.”
ENQUIRIES:
Jardine Lloyd Thompson Group plc
Dominic Burke Group Chief Executive 020 7528 4948 Charles Rozes Group Finance Director 020 7528 4375 Paul Dransfield Head of Investor Relations 020 7528 4933
Brunswick Group LLP
Tom Burns/Dania Saidam 020 7404 5959
A presentation to investors and analysts will take place at 9.00am today at The St Botolph Building, 138 Houndsditch, London, EC3A 7AW. A live webcast of the presentation can be viewed on the Group’s website
www.jlt.com.
INTERIM STATEMENT JLT made good progress in the first half of 2017, despite the continuing challenging trading and economic conditions. Total revenues increased by 11%, or 3% at constant rates of exchange (CRE), to £689.9 million. The Group achieved organic revenue growth of 3%, compared with 1% for the same period in 2016, reflecting strong business retention and new client wins.
6 months to 30 June Total Revenue Underlying Trading Profit Trading Margin
£m 2017 Growth CRE Organic 2016 2017 CRE 2016 2017 CRE 2016
Risk & Insurance 540.8 12% 3% 3% 481.8 108.7 101.1 93.7 20% 20% 19%
Employee Benefits 149.1 8% 2% 2% 137.6 17.9 16.2 17.4 12% 12% 13%
Group* 689.9 11% 3% 3% 619.4 110.0 100.9 98.4 15.9% 15.8% 15.9%
Notes:
- Total revenue comprises fees, commissions and investment income.
- CRE: Constant rates of exchange are calculated by translating 2017 results at 2016 exchange rates.
- Organic revenue growth is based on total revenue excluding the effect of currency, acquisitions, disposals and investment income.
- Underlying results exclude exceptional items.
* Underlying trading profit figures include central costs.
The Risk & Insurance businesses, which represented nearly 78% of global turnover, grew revenues to £540.8 million, an increase of 12%, or 3% at CRE. The trading margin in Risk & Insurance was 20%, an improvement over the prior year, both on a reported and a CRE basis.
Revenues within the Employee Benefits businesses increased by 8%, or 2% at CRE, to £149.1 million. The trading margin reduced slightly year-on-year from 13% to 12%.
6 months to 30 June
£m 2017 2016
Underlying trading profit 110.0 98.4
Underlying share of associates 2.1 1.9
Net finance costs (12.0) (11.1)
Underlying profit before taxation 100.1 89.2
Exceptional items (0.9) (34.0)
Profit before taxation 99.2 55.2 Underlying tax expense (29.0) (25.6)
Tax on exceptional items 0.3 6.6
Non-controlling interests (2.2) (2.9)
Profit after taxation and non-controlling interests 68.3 33.3 Underlying profit after taxation and non-controlling interests 68.6 60.7
Diluted earnings per share 31.8p 15.6p*
Underlying diluted earnings per share 31.9p 28.4p*
Interim dividend per share 12.2p 11.6p
* Restated following revision to the calculation
Group underlying trading profit increased by 12% to £110.0 million, or 3% at CRE. Underlying PBT increased by 12% to £100.1 million.
The trading margin was maintained at 15.9%, however excluding the US net investment of £13.4 million in the period, the Group’s trading margin would have been 18.9%.
The Group’s reported PBT was £99.2 million, compared with £55.2 million for the same period in 2016, which included the impact of significant exceptional costs. As a consequence, reported EPS also increased substantially, from 15.6p to 31.8p.
DIVIDENDS
The Board has declared an increased interim dividend of 12.2p per share for the period ended 30 June 2017 (2016: 11.6p), which will be paid on 3 October 2017 to shareholders on the register at 25 August 2017.
OPERATIONAL REVIEW
The Group operates two principal trading divisions: Risk & Insurance and Employee Benefits. The results of the larger businesses within each of these areas are reported in more detail below:
RISK & INSURANCE
6 months to 30 June Total Revenue Underlying Trading Profit Trading Margin
£m 2017 Growth CRE Organic 2016 2017 CRE 2016 2017 CRE 2016
JLT Europe 177.6 0% (3%) 3% 178.5 31.6 30.2 27.0 18% 17% 15%
JLT Re 144.4 13% 5% 2% 127.7 51.6 49.4 48.0 36% 37% 38%
JLT Australia & New Zealand 69.3 12% (3%) (4%) 61.9 23.8 20.7 21.6 34% 34% 35%
JLT Asia 51.7 16% 4% 4% 44.6 11.0 9.7 9.5 21% 21% 21%
JLT Latin America 34.5 25% 5% 3% 27.6 3.9 3.3 4.0 11% 11% 15%
JLT Middle East & Africa 12.5 15% (2%) (2%) 10.9 1.8 1.2 1.3 14% 11% 12%
JLT USA 35.2 116% 92% 43% 16.3 (13.4) (11.9) (17.2) (38%) (38%) (106%)
JLT Canada 10.5 10% (3%) (3%) 9.5 (1.1) (1.0) (0.5) (10%) (11%) (5%)
JLT Insurance Management 5.1 6% (5%) (5%) 4.8 (0.5) (0.5) (0) (9%) (9%) (1%)
540.8 12% 3% 3% 481.8 108.7 101.1 93.7 20% 20% 19%
JLT EUROPE
JLT Europe, consisting of what was formerly reported as JLT Specialty and the Group’s Northern European businesses, is now managed as a single reporting unit.
The marginal reduction in JLT Europe’s reported revenues was due to the sale of the bulk of the Thistle business at the end of 2016, which amounted to some £10 million of revenues in that period. Excluding Thistle, JLT Europe’s revenues rose by 5%, of which 3% was organic.
Specialty classes continue to see some of the largest rate reductions experienced by the Group. This effect has been compounded by reduced activity in a number of industry sectors, such as Energy and Marine, which continue to operate in challenging industry trading conditions. However, the strengths of JLT Europe span a range of industries and it is not overexposed to one specific sector. The majority of its Specialty divisions have reported impressive organic revenue growth; areas such as Financial Lines, Credit, Political & Security, Aviation and Property & Casualty. The performance of the Northern European businesses has also been good, with recent investments now generating increasing levels of revenue growth.
JLT Europe continues to work closely with its Specialty colleagues in the US; of particular note has been the early success of a joint natural resources initiative which has secured two significant global accounts in the first half.
The business has entered the second half with high levels of activity and remains confident about its prospects for the year.
JLT RE
JLT Re saw a 13% increase in revenues to £144.4 million, or 5% at CRE, with organic revenue growth of 2%.
JLT Re is building a strong reputation as a provider of complex structured solutions to insurance capital providers by the application of analysis-based intelligence.
Organic revenue growth was achieved through significant new business wins in the period, despite reinsurance rates continuing to decline. Revenues also benefitted from the contributions of the two acquisitions made in late 2016, both of which have performed in line with expectations and contributed 3% of total JLT Re revenues.
The UK, Europe and North America businesses saw strong new business wins generated both from new and existing clients and as a result of the substantial investment in the business.
JLT Re delivered trading profit of £51.6 million in the period, a 7% increase over the same period in 2016. This reflects the meaningful and steady investments made in people, geographies and infrastructure which are expected to deliver increasing returns going forward.
JLT Re has started the second half of the year strongly, despite the continued decline in property catastrophe rates. The July 1st renewal season saw good business retention and new business generation, giving the Group confidence in the outlook for the business.
JLT AUSTRALIA AND NEW ZEALAND
On a reported basis the Australia and New Zealand businesses saw revenues increase by 12% to £69.3 million. This translates into a 3% reduction on a CRE basis, reflecting a very competitive trading environment with continued pressure on insurance rates throughout the first half. The trading margin nevertheless remains one of
the strongest in the Group, at 34%. In the second half of this year, the business will commence the management of a new scheme for municipal councils in Victoria, representing a significant new client win.
JLT ASIA
Asia delivered a good performance in the period, with a 16% increase in revenues to £51.7 million and 4% organic revenue growth. Reported trading profits increased by 16%. Revenue performance in Hong Kong, Singapore and Japan was particularly strong in the first half.
JLT LATIN AMERICA
The Group’s Latin American operations delivered revenue growth of 25% in the period, or 5% at CRE, with a 3% organic growth rate. Significant investments are being made in building out Specialty capabilities across the region and, while the early benefit of this investment is being seen through increased revenue, trading profit has reduced year on year as a result. The business is expected to perform more strongly in the second half of the year, however, resulting in a year-on-year improvement in trading profit.
JLT USA
Now employing over 300 people, the US Specialty business more than doubled headline revenues to £35.2 million for the period, a 92% increase on the same period last year at CRE. These results include the first contribution from Construction Risk Partners (CRP), which was acquired at the end of January 2017. Organic revenue growth, which excludes the benefit of acquisitions, was 43%. The net investment of £13.4 million in the period reduced from £17.2 million in the first half of 2016, demonstrating that the business has passed the high-water mark for losses.
The Group remains confident that US Specialty revenues will see a significant uplift in 2017 as a whole and that the business remains on track to turn to profits for the first time in 2019.
EMPLOYEE BENEFITS
6 months to 30 June Total Revenue Underlying Trading Profit Trading Margin
£m 2017 Growth CRE Organic 2016 2017 CRE 2016 2017 CRE 2016
UK & Ireland 81.8 9% 9% 9% 74.9 5.3 5.0 0.2 6% 6% 0%
Asia 41.0 0% (11%) (9%) 41.2 11.8 10.3 15.0 29% 28% 36%
Australia & New Zealand 13.8 17% 2% (1%) 11.7 1.6 1.4 1.4 12% 12% 12%
Latin America 10.1 21% 1% 0% 8.3 (1.0) (0.7) 0.7 (10%) (8%) 9%
Middle East & Africa 1.3 75% 34% 34% 0.8 0 0 0 (1%) (1%) 1%
Canada 1.1 52% 35% 28% 0.7 0.2 0.2 0.1 17% 17% 11%
149.1 8% 2% 2% 137.6 17.9 16.2 17.4 12% 12% 13%
UK & IRELAND EMPLOYEE BENEFITS
Reported revenues in UK and Ireland Employee Benefits for the first half were £81.8 million, compared to £74.9 million for the same period in 2016, representing a 9% increase, all of which was organic and delivered across the business through strong client penetration and new business wins. Trading profit of £5.3 million for the period compared to what was effectively a breakeven position for the first half of 2016.
These results provide a further indication of how the business has returned to revenue and profit growth. The business is expected to show continued momentum in the second half, with several new business opportunities, particularly in its Pension Administration division and its wealth management platform. The Group remains confident that the trend of trading margin improvement will continue through the balance of 2017 and into 2018.
International Employee Benefits
JLT’s international Employee Benefits businesses deploy different client offerings in different parts of the world, highlighting the Group’s focus on specialisation. These range from services related to workers compensation insurance in Australia to high-net-worth solutions in Asia. JLT has now put in place more extensive arrangements to coordinate both its own employee benefits operations and those of its network partners around the world. The benefits of doing this are beginning to be seen, not just in applications, process and client propositions, but also in multi-country appointments for leading regional and global clients. The aims of the business are also to facilitate cross-selling opportunities in JLT’s Specialty businesses, and to export the Group’s Employee Benefits capabilities to new markets.
Some short term external influences impacted the international EB businesses in the first half; however, the Group is confident about the prospects and opportunities for each of these businesses.
ASIA
Asia EB had flat reported revenues but an 11% decline at CRE, which was attributable to the life insurance broking business. The revenue pipeline remains strong; however conversion of the pipeline slowed in the first half
in certain Southeast Asian markets as the maturing of the regulatory framework has lengthened the on-boarding process for new clients. The trading margin remains strong.
AUSTRALIA AND NEW ZEALAND
JLT’s Australia and New Zealand business achieved 17% revenue growth, or 2% at CRE. While organic revenue growth was lower in the first half, it is expected to improve by the full year.
LATIN AMERICA
In Latin America, revenues increased 21% on a reported basis, largely driven by foreign exchange. JLT’s business in Brazil had a particularly challenging first half, given its economic and political environment. By contrast, JLT’s business in Colombia continues to perform well, delivering strong organic revenue growth in the period.
ASSOCIATES
The Group’s income from its Associates increased by £0.2 million to £2.1 million. The Group anticipates that Associate earnings will remain at this level for the full year.
OPERATING COSTS
During the first half of 2017, the Group’s underlying operating expenses (excluding exceptional items) increased by £58.9 million, or 11%, to £579.9 million. The foreign exchange impact included therein was £41.9 million.
There was a net reduction in costs of £4.9 million (1%) from acquisitions and disposals, primarily relating to the disposal of most of the Thistle business late in 2016, which reduced costs by £14 million. This was offset in part by the acquisitions completed in US Specialty, JLT Re and other businesses, which added £9 million of operating expenses.
The overall organic growth in the Group’s cost base was £21.9 million, or 4%.
Underlying staff costs rose by £12.3 million, an increase of 3% against the equivalent period in 2016, which includes investments in people across several businesses. Headcount increased by 235 across the Group year-on-year, reflecting the net impact of acquisitions and disposals, as well as continued hiring in the US, Asia and Latin America.
There was an increase in some provisions in the Group’s captive, as well as an increase in premises costs, primarily driven by the expanded space in JLT’s London headquarters.
As is the case with revenue and profit, foreign exchange movements continue to have a significant impact on the Group’s reported costs with the translation of overseas results into Sterling, driving costs up by 8% year-on-year.
The Group will continue to invest in the business, but will remain focussed on ensuring that costs and trading margins are well-managed as the Group continues to grow.
EXCEPTIONAL ITEMS
Net exceptional items in the first half totalled less than £1 million and mainly related to acquisitions made in 2016 and year-to-date in 2017.
BALANCE SHEET AND FUNDING
The net assets of the Group increased to £355 million, from £351 million at the 2016 financial year end. The key movements were:
Goodwill and intangibles increased by £33 million principally as a result of completed acquisitions; Working capital, which for balance sheet presentation includes working capital acquired, taxation and
provisions, increased by £69 million. On a cash flow basis there was a working capital outflow of £82 million, the main change from the same period in 2016 being the ending of the rent free period included in the premises lease of the Group’s London headquarters; and
A decrease in the pension liability of £19 million, net of deferred tax, mainly due to changes in some of the underlying actuarial assumptions.
The factors above were offset by net debt, defined as own funds, less total borrowings net of transaction costs, of £565 million and a change in derivatives of £43 million, net of deferred tax.
As at 30 June 2017 the Group had long-term credit facilities totalling approximately £1 billion. This comprised the private placement loan note programmes of $500 million and £75 million, with a maturity profile extending to 2029, and the committed revolving credit facilities (RCF) totalling £500 million, which are provided by the Group’s relationship banks and mature in 2022.
Utilisation of the RCF stood at £259 million, compared to £248 million at June 2016. This leaves unutilised headroom of £241 million, a level consistent with prior years, as June is historically the high point during the year for the Group’s net debt seasonality.
The Net Debt to EBITDA ratio was 2.1:1 on reported basis and 1.8:1 on a bank covenant basis, both of which are improvements on the same period last year, demonstrating the Group’s ability to operate and grow the business within a conservative range.
CASH FLOW
The Group monitors operational rather than statutory cash flows. Operational cash flows monitor the movement in net debt and exclude movements in fiduciary funds.
The net cash outflow in the period was £93 million, of which £40 million was in respect of acquisitions and disposals. Dividend outflows have grown in line with the increase in the final dividend declared. The other main cash outflows were consistent with prior period averages.
FOREIGN EXCHANGE
Foreign exchange (FX) has continued to have a positive impact as a result of the movement in exchange rates due to continued Sterling weakness since the EU referendum in June 2016.
The FX market currently remains volatile, consequently it is difficult to predict the impact of foreign exchange on the Group's 2017 underlying profit before tax.
BOARD DEVELOPMENTS
As announced at the time of the Group’s preliminary results in March 2017, Bruce Carnegie-Brown stepped down from the Board on 14 June 2017, following his appointment as Chairman of Lloyd’s of London. The recruitment of a new Non-executive Director is underway.
GROUP STRATEGY
During the first half of 2017, the Group concluded that it would be appropriate to carry out a review of its strategy in order to ensure that it remains aligned with, and will deliver, future growth ambitions.
Since the start of 2014, which was a pivotal year for JLT due to the launch of JLT Specialty in the United States, the shape and profile of the Group have been materially transformed:
The build-out of US Specialty has played a leading role in the Group’s development of truly global Specialty practices, enabling multinational client wins across all of the Group’s Specialty businesses; and
The substantial investment in JLT Re has significantly bolstered the Group’s global reinsurance proposition and enabled it to apply analysis-based intelligence to help meet the needs and address the issues faced by insurance capital providers across the world.
The review has validated the Group’s strategy for Specialty, Reinsurance and Employee Benefits and has confirmed that JLT is on the right track to achieve its ambition, which has now been articulated as to become the ‘Leading Global Specialty Risk Adviser and Broker’.
The Group is now taking further steps to deliver on this strategy, by developing the coordination between JLT’s businesses around the world in how they operate; the propositions JLT offers to its clients; the information-based advice it provides; and the ways JLT delivers client service. Improved coordination will better equip JLT to develop new emerging Specialties, particularly fast-maturing ‘intangible’ risks such as cyber.
OUTLOOK
The Group has entered the second half with many of its businesses showing increasing momentum and it remains confident that it will deliver full year organic revenue growth more in line with historical rates, generating sustained year-on-year financial progress.
CONSOLIDATED INCOME STATEMENT Unaudited Interim Results for the six months ended 30 June 2017
Notes
6 months ended
30 June 2017 £'000
6 months ended
30 June 2016 £'000
Fees and commissions 2 686,912 617,590
Investment income 2 3,021 1,803
Notes
6 months ended
30 June 2017 £'000
6 months ended
30 June 2016 £'000
Total revenue 2 689,933 619,393
Salaries and associated expenses (423,083) (388,892)
Premises (35,564) (33,793)
Other operating costs (105,469) (115,007)
Depreciation, amortisation and impairment charges 1,3 (16,668) (17,273)
Operating profit 1,2,3 109,149 64,428
Analysed as:
Operating profit before exceptional items 1,2 110,040 98,405
Acquisition and integration costs 3 (1,022) (414)
Restructuring costs 3 - (10,151)
Net litigation costs 3 - (22,000)
Other exceptional items 3 131 (1,412)
Operating profit 1,2,3 109,149 64,428
Finance costs (13,520) (12,156)
Finance income 1,567 1,017
Finance costs - net (11,953) (11,139)
Share of results of associates 2,051 1,948
Profit before taxation 1,2 99,247 55,237
Income tax expense 4 (28,730) (19,048)
Profit for the period 70,517 36,189
Profit attributable to:
Owners of the parent 2 68,316 33,328
Non-controlling interests 2,201 2,861
70,517 36,189
Earnings per share attributable to the owners of the parent during the period (expressed in pence per share) restated
Basic earnings per share 5 32.4p 15.8p
Diluted earnings per share 5 31.8p 15.6p
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Unaudited Interim Results for the six months ended 30 June 2017
Notes
6 months ended
30 June 2017 £'000
6 months ended
30 June 2016 £'000
Profit for the period 70,517 36,189
Other comprehensive income/(expense)
Items that will not be reclassified to profit or loss
Remeasurement of post-employment benefit obligations 20 25,446 (66,372)
Taxation thereon (4,774) 11,293
Total items that will not be reclassified to profit or loss 20,672 (55,079)
Items that may be reclassified subsequently to profit or loss
Fair value gains/(losses) net of tax:
- available-for-sale 35 (10)
- available-for-sale reclassified to the income statement - (146)
- cash flow hedges 39,639 (18,043)
Currency translation differences (23,097) 62,767
Total items that may be reclassified subsequently to profit or loss 16,577 44,568
Other comprehensive income/(expense) net of tax 37,249 (10,511)
Total comprehensive income for the period 107,766 25,678
Attributable to:
Owners of the parent 106,821 20,091
Non-controlling interests 945 5,587
107,766 25,678
CONSOLIDATED BALANCE SHEET Unaudited Interim Results as at 30 June 2017
Notes
As at 30 June 2017
£'000
As at 30 June 2016
£'000
As at 31 Dec 2016
£'000
NET OPERATING ASSETS
Non-current assets
Goodwill 7 571,100 529,124 543,013
Other intangible assets 107,364 101,937 101,963
Notes
As at 30 June 2017
£'000
As at 30 June 2016
£'000
As at 31 Dec 2016
£'000
Property, plant and equipment 66,030 64,441 64,330
Investments in associates 2 53,401 46,981 50,928
Available-for-sale financial assets 8,13 17,343 16,821 23,805
Derivative financial instruments 9,13 92,641 95,080 117,043
Retirement benefit surpluses 20 125 - 509
Deferred tax assets 45,691 82,368 70,088
953,695 936,752 971,679
Current assets
Trade and other receivables 10 617,561 568,051 588,640
Derivative financial instruments 9,13 8,667 6,632 7,930
Available-for-sale financial assets 8,13 124,193 99,598 116,933
Cash and cash equivalents 11,13 965,764 929,215 939,945
1,716,185 1,603,496 1,653,448
Current liabilities
Borrowings 13,14 (51,093) (22,748) (54,729)
Trade and other payables 12 (1,240,852) (1,148,506) (1,257,782)
Derivative financial instruments 9,13 (17,873) (18,194) (33,136)
Current tax liabilities (14,332) (4,142) (5,119)
Provisions for liabilities and charges 15 (12,695) (10,829) (8,826)
(1,336,845) (1,204,419) (1,359,592)
Net current assets 379,340 399,077 293,856
Non-current liabilities
Borrowings 13,14 (696,087) (731,367) (633,103)
Derivative financial instruments 9,13 (96,878) (55,026) (69,652)
Deferred tax liabilities (7,423) (34,452) (11,378)
Retirement benefit obligations 20 (175,679) (201,474) (198,921)
Provisions for liabilities and charges 15 (1,798) (837) (1,571)
(977,865) (1,023,156) (914,625)
355,170 312,673 350,910
TOTAL EQUITY
Capital and reserves attributable to the owners of the parent
Ordinary shares 11,008 11,008 11,008
Share premium 16 104,111 104,077 104,111
Fair value and hedging reserves 16 (14,779) (31,026) (54,453)
Exchange reserves 16 61,720 42,761 83,561
Retained earnings 174,477 166,464 183,919
Shareholders’ equity 336,537 293,284 328,146
Non-controlling interests 18,633 19,389 22,764
355,170 312,673 350,910
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Unaudited Interim Results for the six months ended 30 June 2017
Notes
Ordinary shares
£’000
Other reserves
£’000
Retained earnings
£’000
Shareholders’
equity £’000
Non- controlling
interests £’000
Total equity £’000
Balance at 1 January 2017 11,008 133,219 183,919 328,146 22,764 350,910
Profit for the period - - 68,316 68,316 2,201 70,517
Other comprehensive income for the period - 17,833 20,672 38,505 (1,256) 37,249
Total comprehensive income for the period - 17,833 88,988 106,821 945 107,766
Dividends 6 - - (44,280) (44,280) (6,223) (50,503)
Amounts in respect of share based payments:
- reversal of amortisation net of tax - - 14,145 14,145 - 14,145
- shares acquired - - (15,009) (15,009) - (15,009)
Acquisitions - - - - 1,926 1,926
Change in non-controlling interests - - (53,286) (53,286) (779) (54,065)
Balance at 30 June 2017 11,008 151,052 174,477 336,537 18,633 355,170
Notes
Ordinary shares
£’000
Other reserves
£’000
Retained earnings
£’000
Shareholders’
equity £’000
Non- controlling
interests £’000
Total equity £’000
Balance at 1 January 2016 11,008 73,967 227,362 312,337 18,465 330,802
Profit for the period - - 33,328 33,328 2,861 36,189
Other comprehensive income/(expense) for the period - 41,842 (55,079) (13,237) 2,726 (10,511)
Total comprehensive income/(expense) for the period - 41,842 (21,751) 20,091 5,587 25,678
Dividends 6 - - (42,550) (42,550) (4,514) (47,064)
Amounts in respect of share based payments:
- reversal of amortisation net of tax - - 13,402 13,402 - 13,402
- shares acquired - - (8,085) (8,085) - (8,085)
Acquisitions - - - - (149) (149)
Change in non-controlling interests - - (1,914) (1,914) - (1,914)
Issue of share capital - 3 - 3 - 3
Balance at 30 June 2016 11,008 115,812 166,464 293,284 19,389 312,673
CONSOLIDATED STATEMENT OF CASH FLOWS Unaudited Interim Results for the six months ended 30 June 2017
Notes
6 months ended
30 June 2017 £'000
6 months ended
30 June 2016 £'000
Cash flows from operating activities
Cash generated from operations 17 64,708 29,305
Interest paid (8,148) (8,530)
Interest received 4,330 2,628
Taxation paid (16,647) (17,576)
Increase in net insurance broking payables 28,248 82,422
72,491 88,249
Dividend received from associates 1,030 895
Net cash generated from operating activities 73,521 89,144
Cash flows from investing activities
Purchase of property, plant and equipment (9,096) (4,153)
Purchase of other intangible assets (23,947) (13,166)
Proceeds from disposal of property, plant and equipment 750 367
Proceeds from disposal of other intangible fixed assets 122 -
Acquisition of businesses, net of cash acquired 18 (32,131) (4,631)
Acquisition of associates (89) -
Proceeds from disposal of businesses, net of cash disposed 19 1,601 914
Proceeds from disposal of available-for-sale other investments - 259
Net cash used in investing activities (62,790) (20,410)
Cash flows from financing activities
Dividends paid to owners of the parent (44,620) (41,653)
Purchase of available-for-sale financial assets 8 (119,467) (99,701)
Proceeds from disposal of available-for-sale financial assets 8 117,133 19
Purchase of shares (15,009) (8,085)
Proceeds from issuance of ordinary shares - 3
Proceeds from borrowings 96,379 87,360
Repayments of borrowings (1,981) (63)
Dividends paid to non-controlling interests (6,223) (4,514)
Net cash generated/(used) in financing activities 26,212 (66,634)
Net increase in cash and cash equivalents 36,943 2,100
Notes
6 months ended
30 June 2017 £'000
6 months ended
30 June 2016 £'000
Cash and cash equivalents at beginning of period 939,945 901,087
Exchange (losses)/gains on cash and cash equivalents (11,124) 26,028
Cash and cash equivalents at end of period 965,764 929,215
NOTES TO THE UNAUDITED INTERIM RESULTS For the six months ended 30 June 2017
BASIS OF ACCOUNTING
The Group’s condensed consolidated interim financial statements for the six months ended 30 June 2017 have been prepared in accordance with the Disclosure and Transparency Rules of the Financial Conduct Authority and with IAS 34, ‘Interim financial reporting’ as adopted by
the European Union.
The Group has considerable financial resources and a geographically diversified business and as a consequence, the Directors believe that the Group is well placed to manage its business risks in the context of the current economic outlook. Accordingly, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. They therefore continue to adopt the going concern basis in preparing these interim results.
These financial statements should be read in conjunction with the consolidated statutory accounts of the Group for the year ended 31 December 2016, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union.
This condensed consolidated interim financial information does not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the year ended 31 December 2016 were approved by the Board of Directors on 28 February 2017 and delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under section 498 of the Companies Act 2006.
These condensed consolidated interim financial statements have been reviewed, not audited.
The accounting policies are consistent with those of the annual financial statements for the year ended 31 December 2016.
Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.
The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
In preparing these condensed consolidated interim financial statements, the significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended 31 December 2016.
Full details of the audited accounts and accounting policies for the year ended 31 December 2016 are available at www.jlt.com
1. ALTERNATIVE INCOME STATEMENT
The format of the consolidated income statement conforms to the requirements of IFRS. The alternative income statement set out below, which is provided by way of additional information, has been prepared on a basis that conforms more closely to the approach adopted by the Group in assessing its performance. The statement provides a reconciliation between the underlying results used by the Group to assess performance and the IFRS income statement.
6 months ended 30 June 2017
Underlying profit £’000
Exceptional items £’000
Total £’000
Fees and commissions 686,912 - 686,912
Investment income 3,021 - 3,021
Salaries and associated expenses (422,051) (1,032) (423,083)
Premises (35,529) (35) (35,564)
Other operating costs (105,645) 176 (105,469)
Depreciation, amortisation and impairment charges (16,668) - (16,668)
Trading profit 110,040 (891) 109,149
Finance costs - net (11,953) - (11,953)
Share of results of associates 2,051 - 2,051
Profit before taxation 100,138 (891) 99,247
6 months ended 30 June 2016
Underlying profit £’000
Exceptional items £’000
Total £’000
Fees and commissions 617,590 - 617,590
Investment income 1,803 - 1,803
Salaries and associated expenses (381,053) (7,839) (388,892)
Premises (31,947) (1,846) (33,793)
Other operating costs (90,715) (24,292) (115,007)
Depreciation, amortisation and impairment charges (17,273) - (17,273)
Trading profit 98,405 (33,977) 64,428
Finance costs - net (11,139) - (11,139)
Share of results of associates 1,948 - 1,948
Profit before taxation 89,214 (33,977) 55,237
2. SEGMENT INFORMATION
Management has determined its operating segments based on the analysis used to make strategic decisions.
BUSINESS SEGMENT ANALYSIS
The Group is organised on a worldwide basis into three main segments: Risk & Insurance, Employee Benefits and Head Office & Other operations. These segments are consistent with the internal reporting structure of the Group.
The Risk & Insurance segment comprises JLT’s global specialist, wholesale, reinsurance broking, personal lines and SME activities. The Employee Benefits segment consists of pension administration, outsourcing and employee benefits consultancy, healthcare and wealth management activities. Certain Risk & Insurance and Employee Benefits operating segments have been disclosed within the reporting segments given their individual size. The Head Office & Other segment consists mainly of holding companies, central administration functions, the Group’s captive insurance companies and the Group’s investments in
associates.
Following the disposal of Thistle in 2016, the majority of what was classified as JLT Insurance Services, plus Northern Europe which was previously in JLT Europe Middle East and Africa, both included in Other Risk & Insurance in the 2016 financial year, now together with JLT Specialty, form the business group JLT Europe. Prior period numbers have been restated to reflect this change.
JLT Re principal locations includes North America, the United Kingdom and Asia.
SEGMENT RESULTS
Management assesses the performance of the operating segments based upon a measure of underlying trading profit. Segment results include the net income or expense derived from the trading activities of the segment together with the investment income earned on fiduciary funds. Interest income on the Group’s own funds and finance costs are excluded since the trading activities of the Group’s primary segments are not of a financial nature. Income tax expense and the charge in respect of non-controlling interests are excluded from the segmental allocation.
SEGMENT ASSETS AND LIABILITIES
Assets and liabilities are not allocated to individual segments and are therefore all reported within Head Office & Other.
INVESTMENTS IN ASSOCIATES
The Group owns the following stakes in its principal associates: 20% of GrECo, which operates mainly in Austria and Eastern Europe; 25% of MAG JLT, which operates mainly in Italy and 25% of March-JLT, which operates mainly in Spain. The investment and the Group’s share of the net results of these
associates are included in the Head Office & Other segment, together with the investment and results of the Group’s other associates, Sterling Re
Intermediaro de Reaseguro SA de CV, JLT Insurance Management Malta, JLT Energy (France) SAS and JLT Independent Insurance Brokers Private Ltd.
OTHER SEGMENT ITEMS
Capital expenditure comprises additions to property, plant and equipment and other intangible assets.
BUSINESS CYCLICALITY
From an overall perspective, given the inherent nature and geographical spread of the Group's operations, whilst there may be an element of period on period phasing of revenue and profits, the business is not considered to be significantly cyclical between each half year period.
3. OPERATING PROFIT
The following items have been charged/(credited) in arriving at operating profit:
6 months ended
30 June 2017 £’000
6 months ended
30 June 2016 £’000
Foreign exchange losses/(gains):
- fees and commissions 17,525 6,527
- other operating costs (1,745) (3,717)
15,780 2,810
Amortisation of other intangible assets:
- software costs 8,997 10,199
- other intangible assets 1,423 972
Depreciation on property, plant and equipment 6,248 6,102
Total depreciation, amortisation and impairment charges 16,668 17,273
Amortisation of other intangible assets:
- employment contract payments (included in salaries and associated expenses) 7,545 6,862
Gains on disposal of property, plant and equipment (11) (56)
Fair value (gains)/losses on derivative financial instruments (371) 90
Available-for-sale financial assets:
- Fair value losses 122 -
- Gain on sale - (129)
122 (129)
Exceptional items:
Acquisition and integration costs of which: - included in salaries and associated expenses 606 165
- included in premises costs 7 69
- included in other operating costs 409 180
1,022 414
Restructuring costs of which:
- included in salaries and associated expenses - 7,674
- included in premises costs - 1,777
- included in other operating costs - 700
- 10,151
Net (gains)/losses on disposal of businesses of which:
- included in salaries and associated expenses 426 -
- included in premises costs 28 -
- included in other operating costs (1,340) 1,363
(886) 1,363
Costs associated with a regulatory review - 147
Net litigation costs - 22,000
Release of contingent consideration (464) (98)
Fair value losses on available-for-sale financial assets 1,375 -
Additional deferred consideration received on a disposal of a business (156) -
Total exceptional items included within operating profit 891 33,977
We identified that the foreign exchange gain of £101,000 disclosed in 2016 should have been a loss of £6,527,000. This does not result in a change to the consolidated income statement.
4. INCOME TAX EXPENSE
6 months ended
30 June 2017
6 months
ended 30 June 2016
£’000 £’000
Current tax expense
Current period 22,094 17,774
Adjustments in respect of prior periods (756) (5,297)
21,338 12,477
Deferred tax expense
Origination and reversal of temporary differences 6,140 2,289
Reduction in tax rate 515 -
Adjustments in respect of prior periods 737 4,282
7,392 6,571
Total income tax expense 28,730 19,048
The total income tax expense in the income statement of £28,730,000 (2016: £19,048,000) includes a tax credit on exceptional items of £272,000 (2016: £6,560,000). There were no non-recurring tax credits in the period.
In July 2015, the UK Government announced further measures in relation to the UK corporation tax rate, reducing the headline rate of corporation tax to 19% from April 2017 and then to 18% from April 2020. A further 1% reduction in the main rate of corporation tax rate to 17% from 1 April 2020 was announced in Budget 2016. As at 30 June 2017, the additional 1% rate reduction to 17% from April 2020 has been enacted. The impact of the rate reduction to 17% has been incorporated into the income tax charge for the 6 months ended 30 June 2017, taking into consideration when timing differences are expected to reverse.
The tax on the Group's profit before tax differs from the theoretical amount that would arise using the tax rate of the home country of the Company as follows:
6 months ended
30 June 2017
6 months
ended 30 June 2016
£’000 £’000
Profit before taxation 99,247 55,237
Tax calculated at UK Corporation Tax rate of 19.25% (2016: 20%) 19,105 11,047
Non-deductible expenses 3,820 1,858
Non recognition of tax losses 2,421 2,384
Other* (953) 3
Adjustments in respect of prior periods (19) (1,015)
Effect of difference between UK and non-UK tax rates 4,236 5,161
Effect of reduction in tax rate 515 -
Tax on associates (395) (390)
Total income tax expense 28,730 19,048
* Other includes the non-taxable (gain) / loss on disposal of subsidiaries
5. EARNINGS PER SHARE
Following changes to the terms of several share-based staff compensation schemes, whereby dividend rights eligibility were removed in certain circumstances, a comprehensive review of IAS 33 (‘earnings per share’ or ‘EPS’) was undertaken in 2016 to determine the impact of these changes. The schemes affected by this change include the JLT Long Term Incentive Plan (2004/2013), the Senior Executive Share Scheme, the Executive Share Option Scheme, and the Sharesave Scheme. The review considered whether the share options in these plans continued to qualify as participating equity instruments under IAS 33 for the purposes of calculating basic and diluted EPS. With the changes to schemes, the review concluded that only vested share options eligible to receive discretionary dividend equivalents should be included in the basic calculation. As a result, for the basic EPS calculation, the number of ordinary shares as at June 2016 should reduce from 220,013,812 to 210,291,518, resulting in an increase in basic EPS of 0.7p from 15.1p to 15.8p. The review also concluded that unvested share options should be included in the diluted EPS calculation, using the treasury stock method. This has the effect of reducing the number of ordinary shares in the June 2016 diluted EPS calculation from 220,045,514 to 214,110,761, resulting in an increase in diluted EPS of 0.5p from 15.1p to 15.6p.
Under the revised calculation, basic EPS is calculated by dividing the profit attributable to shareholders by the sum of the weighted average number of ordinary shares in issue during the year and the vested share options eligible for discretionary dividend equivalents, excluding unallocated shares held by the Trustees of the Employees’ Share Ownership Plan Trust, which are treated as treasury shares. The profit attributable to shareholders is the profit attributable to the owners of the parent adjusted for the dividend equivalents and undistributed earnings attributable to the unvested share options carrying unconditional dividend equivalent rights.
Diluted EPS is calculated by adjusting the weighted average number of ordinary shares in issue to take account of the potential dilutive effect of outstanding share options.
Basic and diluted EPS are also calculated based on underlying earnings attributable to shareholders, which exclude any exceptional items.
A reconciliation of earnings is set out below:
As at
30 June 2017 As at
30 June 2016
No. of shares No. of shares
restated
Weighted average number of shares 210,691,298 210,291,518
Effect of outstanding share options 4,388,282 3,819,243
Adjusted weighted average number of shares 215,079,580 214,110,761
6 months ended 30 June 2017
£’000 £’000 £’000 Pence Pence
Earnings Adjustments2
Adjusted earnings for
basic earnings per
share
Basic earnings
per share
Diluted earnings
per share
Underlying profit after taxation and non-controlling interests1 68,653 (51) 68,602 32.6 31.9
Exceptional items before tax (891)
Taxation thereon 272
Non-controlling interests thereon 282
(337) - (337) (0.2) (0.1)
Profit attributable to the owners of the parent 68,316 (51) 68,265 32.4 31.8
6 months ended 30 June 2016
£’000 £’000 £’000 Pence Pence
Earnings Adjustments2
Adjusted earnings for
basic earnings per
share
Basic earnings
per share restated
Diluted earnings
per share restated
Underlying profit after taxation and non-controlling interests1 60,745 (106) 60,639 28.8 28.4
Exceptional items before tax (33,977)
Taxation thereon 6,560
(27,417) 48 (27,369) (13.0) (12.8)
Profit attributable to the owners of the parent 33,328 (58) 33,270 15.8 15.6
1 Underlying excludes exceptional items
2 Adjustments related to the dividends and undistributed earnings on unvested share options carrying dividend equivalent rights.
6. DIVIDENDS
6 months ended
30 June 2017
6 months ended
30 June 2016
£’000 £’000
Final dividend in respect of 2016 of 20.6p per share (2015: 19.5p) 44,280 42,550
An interim dividend in respect of 2017 of 12.2p per share (2016: 11.6p) amounting to a total of £26,810,000 (2016: £25,637,000) is payable on 3 October 2017 to shareholders who are registered at the close of business on 25 August 2017. The dividend proposed will not be accounted for until it is paid. The ex-dividend date will be 24 August 2017.
7. GOODWILL
Gross
amount Impairment
losses Net carrying
amount
£’000 £’000 £’000
At 30 June 2017
Opening net book amount 548,117 (5,104) 543,013
Exchange differences (9,596) (137) (9,733)
Acquisitions 37,820 - 37,820
Closing net book amount 576,341 (5,241) 571,100
At 30 June 2016
Opening net book amount 500,434 (4,268) 496,166
Exchange differences 28,339 (57) 28,282
Impairment - (370) (370)
Acquisitions 6,762 - 6,762
Disposals (1,716) - (1,716)
Closing net book amount 533,819 (4,695) 529,124
8. AVAILABLE-FOR-SALE FINANCIAL ASSETS Available-for-sale financial assets are categorised into one of two categories:
1. Investments and deposits, consist mainly of fixed term deposits, bonds and certificates of deposit. These investments are held at fair value and are classified between current and non-current assets according to the maturity date.
2. Other investments include securities and other investments held for strategic purposes and some debt instruments. The investments are held at fair value unless a fair value cannot be accurately determined in which case they are held at cost less any provision for impairment.
Other
investments Investments
& deposits Total
£’000 £’000 £’000
At 1 January 2017 13,079 127,659 140,738
Exchange differences (273) 117 (156)
Additions - 119,467 119,467
Finance income 154 - 154
Disposals/maturities - (117,133) (117,133)
Revaluation gain (included within equity) - 42 42
Amounts written off (1,576) - (1,576)
At 30 June 2017 11,384 130,152 141,536
Analysis of available-for-sale financial assets
Current - 124,193 124,193
Non-current 11,384 5,959 17,343
At 30 June 2017 11,384 130,152 141,536
Analysis of available-for-sale investments & deposits
Fiduciary funds 129,849
Own funds 303
At 30 June 2017 130,152
At 1 January 2016 6,436 9,049 15,485
Exchange differences 513 1,130 1,643
Additions - 99,701 99,701
Disposals/maturities (311) (19) (330)
Revaluation deficit (included within equity) - (10) (10)
Amounts written off (70) - (70)
At 30 June 2016 6,568 109,851 116,419
Analysis of available-for-sale financial assets
Current - 99,598 99,598
Non-current 6,568 10,253 16,821
At 30 June 2016 6,568 109,851 116,419
Analysis of available-for-sale investments & deposits
Fiduciary funds 109,572
Own funds 279
At 30 June 2016 109,851
9. DERIVATIVE FINANCIAL INSTRUMENTS
As at 30 June 2017 As at 30 June 2016
Assets Liabilities Assets Liabilities
£’000 £’000 £’000 £’000
Interest rate swaps - fair value hedges 18,034 (4,230) 36,578 (203)
Forward foreign exchange contracts - cash flow hedges 83,274 (32,144) 65,134 (47,076)
Redemption liabilities - option contracts - (78,377) - (25,941)
Total 101,308 (114,751) 101,712 (73,220)
Current 8,667 (17,873) 6,632 (18,194)
Non-current 92,641 (96,878) 95,080 (55,026)
Total 101,308 (114,751) 101,712 (73,220)
The Group’s treasury policies are approved by the Board and are implemented by a centralised treasury department. The treasury department operates within a framework of
policies and procedures that establishes specific guidelines to manage currency risk, liquidity risk and interest rate risk and the use of counterparties and financial instruments to
manage these risks. The treasury department is subject to periodic review by internal audit.
The Group uses various derivative instruments including forward foreign exchange contracts, interest rate swaps, and from time to time, foreign currency collars and options to
manage the risks arising from variations in currency and interest rates. Derivative instruments purchased are primarily denominated in the currencies of the Group's main
markets.
Where forward foreign exchange contracts have been entered into to manage currency risk, they are designated as hedges of currency risk on specific future cash flows, and
qualify as highly probable transactions for which hedge accounting is applied. The Group anticipates that hedge accounting requirements will continue to be met on its foreign
currency and interest rate hedging activities and that no material ineffectiveness will arise which will result in gains or losses being recognised through the income statement.
The fair value of financial derivatives based upon market values as at 30 June 2017 and designated as effective cash flow hedges was an asset of £51.1 million and has been
deferred in equity (2016: net assets of £18.1 million). Gains and losses arising on derivative instruments outstanding as at 30 June 2017 will be released to the income statement
at various dates up to:
a) 44 months in respect of cash flow hedges on currency denominated UK earnings.
b) 12 years in respect of specific hedges on USD denominated long-term debt drawn under the Group's USD private placement programme.
c) 9 years in respect of specific hedges on GBP denominated long-term debt drawn under the Group's private placement programme.
No material amounts were transferred to the income statement during the period in respect of the fair value of financial derivatives.
Transactions maturing within 12 months of the balance sheet date are classified in current maturities. Transactions maturing in a period in excess of 12 months of the balance
sheet date are classified as non-current maturities.
a) Forward foreign exchange contracts
The Group’s major currency transaction exposure arises in USD and the Group continues to adopt a prudent approach in actively managing this exposure. As at 30 June 2017
the Group had outstanding foreign exchange contracts, principally in USD, amounting to a principal value of £1,327,379,000 (2016: £1,051,545,000).
b) Interest rate swaps
The Group uses interest rate hedges, principally interest rate swaps, to mitigate the impact of changes in interest rates. As at 30 June 2017, the notional principal amounts of
outstanding cross currency interest rate swaps was USD 500,000,000 and sterling interest rate swaps was £75,000,000 (2016: USD 500,000,000 and £75,000,000). A net gain
of £13.8 million (2016: net gain £36.4 million) on these instruments was offset by a fair value movement of £13.8 million (2016: £36.4 million) on the private placement loans, both
of which were recognised in the income statement in the period.
c) Redemption liabilities
The redemption liabilities represent the valuation of the put options provided in the shareholders agreements of JLT Specialty Insurance Services Inc., JLT Sigorta ve Reasurans
Brokerligi Ltd Sirketi, JLT SCK Corretora e Administradora and Construction Risk Partners, LLC.
The redemption liability increased in the period following the recognition of put option liabilities. These are detailed as follows:
a) options provided in the operating agreement of CRP Holding Company LLC for £48,898,000.
b) options in respect of new shareholders in JLT Specialty Insurance Services Inc. for £290,000.
The recognition of those liabilities resulted in a reduction in equity, related to transactions with non-controlling interest of £49,188,000.
d) Price risk
The Group does not have a material exposure to commodity price risk.
The maximum exposure to credit risk at the reporting date is the fair value of derivatives in the balance sheet.
10. TRADE AND OTHER RECEIVABLES
As at 30 June
2017
As at 30 June
2016
£’000 £’000
Trade receivables 429,666 414,994
Less: provision for impairment of trade receivables (22,414) (19,699)
Trade receivables - net 407,252 395,295
Other receivables 172,837 140,174
Prepayments 37,472 32,582
617,561 568,051
As at 30 June 2017, the Group had exposures to individual trade counterparties within trade receivables. In accordance with Group policy, Group operating companies continually monitor exposures against credit limits and concentration of risk. No individual trade counterparty credit exposure is considered significant in the ordinary course of trading activity. Management does not expect any significant losses from non-performance by trade counterparties that have not been provided for.
11. CASH AND CASH EQUIVALENTS
As at 30 June
2017
As at 30 June
2016
£’000 £’000
Cash at bank and in hand 527,878 550,648
Short-term bank deposits 437,886 378,567
965,764 929,215
Fiduciary funds 783,974 719,420
Own funds 181,790 209,795
965,764 929,215
Fiduciary funds represent client money held in the form of premiums due to underwriters, claims paid by insurers and due to policyholders, and funds held to defray commissions and other income. Fiduciary funds are not available for general corporate purposes.
The effective interest rate in respect of short-term deposits was 1.03% (2016: 0.43%). These deposits have an average maturity of 14 days (2016: 15 days).
12. TRADE AND OTHER PAYABLES
As at 30 June
2017
As at 30 June
2016
£’000 £’000
Insurance payables 913,823 828,992
Social security and other taxes 21,160 20,663
Other payables 134,331 119,914
Accruals and deferred income 147,848 157,398
Deferred and contingent consideration 23,690 21,539
1,240,852 1,148,506
All payables are considered current as the non-current portion is not material. We have reclassified £28,956,000 of accruals from other payables to accruals and deferred income in 2016. The trade and other payables include £92,639,000 of non-financial liabilities (2016: 92,331,000).
13. FINANCIAL INSTRUMENTS BY CATEGORY
The accounting policies for financial instruments have been applied to the line items below:
At 30 June 2017
Loans and receivables
Derivatives used for hedging
Available- for-sale Total
Assets per balance sheet £’000 £’000 £’000 £’000
Available-for-sale financial assets - - 141,536 141,536
Derivative financial instruments - 101,308 - 101,308
Trade and other receivables (a) 580,089 - - 580,089
Cash and cash equivalents 965,764 - - 965,764
Total 1,545,853 101,308 141,536 1,788,697
Derivatives used for hedging
Other financial liabilities Total
Liabilities per balance sheet £’000 £’000 £’000
Borrowings - (747,180) (747,180)
Trade and other payables (b) - (1,148,213) (1,148,213)
Redemption liabilities - option contracts (78,377) - (78,377)
Derivative financial instruments (36,374) - (36,374)
Total (114,751) (1,895,393) (2,010,144)
At 30 June 2016
Loans and receivables
Derivatives used for hedging
Available- for-sale Total
Assets per balance sheet £’000 £’000 £’000 £’000
Available-for-sale financial assets - - 116,419 116,419
Derivative financial instruments - 101,712 - 101,712
Trade and other receivables (a) 535,469 - - 535,469
Cash and cash equivalents 929,215 - - 929,215
Total 1,464,684 101,712 116,419 1,682,815
Derivatives used for hedging
Other financial liabilities Total
Liabilities per balance sheet £’000 £’000 £’000
Borrowings - (754,115) (754,115)
Trade and other payables (b) - (1,056,175) (1,056,175)
Redemption liabilities - option contracts (25,941) - (25,941)
Derivative financial instruments (47,279) - (47,279)
Total (73,220) (1,810,290) (1,883,510)
(a) Prepayments are excluded from the trade and other receivables balance, as this analysis is required only for financial instruments.
(b) Non-financial liabilities are excluded from the trade and other payables balance, as this analysis is required only for financial instruments.
The following table presents the Group’s financial assets and liabilities that are measured at fair value at 30 June 2017.
Level 1 Level 2 Level 3 Total
At 30 June 2017 £’000 £’000 £’000 £’000
Assets
Derivatives used for hedging - 101,308 - 101,308
Available-for-sale financial assets
- equity securities - - 992 992
- debt investments - - 10,392 10,392
- fixed deposits 130,152 - - 130,152
Total 130,152 101,308 11,384 242,844
Liabilities
Deferred and contingent consideration - - (23,690) (23,690)
Redemption liabilities - option contracts - - (78,377) (78,377)
Derivatives used for hedging - (36,374) - (36,374)
Total - (36,374) (102,067) (138,441)
Level 1 Level 2 Level 3 Total
At 30 June 2016 £’000 £’000 £’000 £’000
Assets
Derivatives used for hedging - 101,712 - 101,712
Available-for-sale financial assets
- equity securities 1 - 1,279 1,280
- debt investments - - 5,288 5,288
- fixed deposits 109,851 - - 109,851
Total 109,852 101,712 6,567 218,131
Liabilities
Deferred and contingent consideration - - (21,539) (21,539)
Redemption liabilities - option contracts - - (25,941) (25,941)
Derivatives used for hedging - (47,279) - (47,279)
Total - (47,279) (47,480) (94,759)
Apart from where disclosed, there are no differences between the fair value and the carrying value of financial assets and liabilities.
Instruments included in level 1 are financial instruments traded in active markets for which the fair value is based upon quoted market prices at the balance sheet date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency and those prices represent actual and regularly occurring market transactions on an arm’s-length basis.
Instruments included in level 2 are financial instruments that are not traded in an active market (for example, over-the-counter derivatives) and for which the fair value is determined by using internal and external models. These models maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. Level 2 includes derivatives used for hedging. The valuations of which are performed using a discounted cash flow methodology incorporating observable market forward foreign exchange and interest rates.
During the period there were no transfers between level 1, 2 and 3. There were no changes in valuation techniques during the period.
Instruments included in level 3 are financial instruments for which one or more of the significant inputs is not based on observable market data. In respect of deferred and contingent consideration and redemption liabilities – option contracts, unobservable inputs include management’s assessment of the expected
future performance of relevant acquired businesses and are valued using a discounted cash flow methodology.
A reconciliation of the movements in level 3 is provided below:
Assets Level 3
£’000
Liabilities Level 3
£’000
At 1 January 2017 13,079 (57,134)
Exchange differences (274) 3,262
Companies acquired - (49,188)
Utilised in the year - 2,973
Charged to income statement (1,421) (1,980)
At 30 June 2017 11,384 (102,067)
Of the £1,421,000 charged to the income statement, £75,000 is credited in net finance costs and £1,496,000 charged to other operating costs.
Of the £1,980,000 charged to the income statement, £2,444,000 is charged to net finance costs and £464,000 is credited to other operating costs.
14. BORROWINGS
As at 30 June
2017 £’000
As at 30 June
2016 £’000
Current
Bank overdraft 16,605 22,055
Unsecured loan notes 34,010 -
Bank borrowings 239 449
Finance lease liabilities 239 244
51,093 22,748
Non Current
Unsecured loan notes 439,005 482,875
Bank borrowing 256,555 248,051
Finance lease liabilities 527 441
696,087 731,367
Total borrowings 747,180 754,115
The borrowings include secured liabilities (finance leases) of £766,000 (2016: £685,000).
15. PROVISIONS FOR LIABILITIES AND CHARGES
Property related
provisions £’000
Litigation provisions
£’000 Other £’000
Total £’000
At 1 January 2017 2,919 7,442 36 10,397
Exchange differences (32) (44) - (76)
Utilised in the period (16) (970) - (986)
Charged to the income statement 40 5,088 - 5,128
Interest charge 30 - - 30
At 30 June 2017 2,941 11,516 36 14,493
At 1 January 2016 1,300 18,223 114 19,637
Exchange differences 47 143 - 190
Utilised in the period (267) (10,573) - (10,840)
Charged to the income statement 33 1,851 795 2,679
At 30 June 2016 1,113 9,644 909 11,666
As at 30 June
2017 £’000
As at 30 June
2016 £’000
Analysis of total provisions
Current - to be utilised within one year 12,695 10,829
Non-current - to be utilised in more than one year 1,798 837
14,493 11,666
Property related provisions
The Group recognises a provision for onerous contracts when the expected benefits to be derived from a contract are less than the unavoidable costs of meeting the obligations under the contract. Provision is made for the future rental cost of vacant property and expected dilapidation expenses. In calculating the provision required, account is taken of the duration of the lease and any recovery of cost achievable from subletting. Property provisions occur principally in the US and UK and relate to a variety of lease commitments. The longest lease term expires in 2026.
Litigation provisions
At any point in time the Group can be involved in a variety of litigation and dispute issues. A provision is established in respect of such issues when it is probable that the liability has been incurred and the amount of the liability can be reasonably estimated. The Group analyses its litigation exposures based on available information, including external legal consultation where appropriate, to assess its potential liability. Where appropriate the Group also provides for the cost of defending or initiating such matters. However, the final outcome could differ materially from the amount provided.
The amount charged to the income statement in 2016 includes litigation costs related to employment contract disputes.
Where a litigation provision has been made it is stated gross of any third party recovery. All such recoveries are included as “Other receivables” within trade
and other receivables. At 30 June 2017, in connection with certain litigation matters, the Group’s litigation provisions include an amount of £0.1 million (2016: £0.1 million) to reflect this gross basis and the corresponding insurance recovery has been included within trade and other receivables. This presentation has had no effect on the consolidated income statement for the period ended 30 June 2017 (2016: nil).
Other
Other provisions include provisions for clawback of commission which arises on certain types of Employee Benefits contracts.
16. OTHER RESERVES
Share premium £’000
Fair value and hedging
£’000
Exchange reserves
£’000 Total £’000
At 1 January 2017 104,111 (54,453) 83,561 133,219
Fair value gains net of tax:
- available-for-sale - 35 - 35
- cash flow hedges - 39,639 - 39,639
Currency translation differences - - (21,841) (21,841)
Net gains/(losses) recognised directly in equity - 39,674 (21,841) 17,833
Issue of share capital - - - -
At 30 June 2017 104,111 (14,779) 61,720 151,052
Share premium
£’000
Fair value and hedging
£’000
Exchange reserves
£’000 Total £’000
At 1 January 2016 104,074 (12,827) (17,280) 73,967
Fair value losses net of tax:
- available-for-sale - (10) - (10)
- available-for-sale reclassified to the income statement - (146) - (146)
- cash flow hedges - (18,043) - (18,043)
Currency translation differences - - 60,041 60,041
Net (losses)/gains recognised directly in equity - (18,199) 60,041 41,842
Issue of share capital 3 - - 3
At 30 June 2016 104,077 (31,026) 42,761 115,812
17. CASH GENERATED FROM OPERATIONS
6 months ended
30 June 2017 £’000
6 months ended
30 June 2016
£’000
Profit before taxation 99,247 55,237
Investment and finance income (4,588) (2,820)
Interest payable on bank loans and finance leases 8,235 8,804
Fair value (gains)/losses on derivative financial instruments (371) 90
Net pension financing expenses 2,812 2,499
Unwinding of liability discounting 2,473 853
Depreciation 6,248 6,102
Amortisation of other intangible assets 17,965 18,033
Amortisation of share based payments 13,031 13,490
Share of results of associates’ undertakings (2,051) (1,948)
Non cash exceptional items 1,054 9,134
(Gains)/losses on disposal of businesses (1,455) 1,363
Gains on disposal of property, plant and equipment (11) (56)
Impairment of available-for-sale financial assets 122 -
Gains on disposal of available-for-sale financial assets - (129)
Increase in trade and other receivables (24,663) (39,209)
Decrease in trade and other payables - excluding insurance broking balances (57,682) (29,159)
Increase/(decrease) in provisions for liabilities and charges 3,957 (13,597)
Decrease in retirement benefit obligations 385 618
Net cash inflow from operations 64,708 29,305
18. BUSINESS COMBINATIONS
Adjustments in respect of 2016 acquisitions
During the period, provisional fair values have been updated in respect of acquisitions made in 2016 and has resulted in the following changes:
Revised fair value acquired
£'000
Provisional fair value
reported at 31 Dec 2016
£'000
Change in fair value £'000
Stonehill Reinsurance Partners, LLC (Stonehill) 2,123 2,085 38
AssetVal Pty Ltd 573 637 (64)
2,696 2,722 (26)
These changes in fair value affected the following balance sheet classes:
Revised fair value acquired
£’000
Provisional fair value
reported at 31 Dec 2016
Change in fair value
£’000
£’000
Property, plant and equipment 145 146 (1)
Other intangible assets 2,366 2,038 328
Trade and other receivables 391 607 (216)
Cash and cash equivalents
- own cash 1,078 1,078 -
- fiduciary cash 1,098 1,098 -
Insurance payables (1,098) (1,098) -
Trade and other payables (1,168) (1,004) (164)
Current taxation - (27) 27
Deferred taxation (116) (116) -
2,696 2,722 (26)
Goodwill calculation
At 30 June 2017
£’000
At 31 Dec 2016
£’000 Change
£’000
Purchase consideration
- cash paid 4,832 4,832 -
- contingent consideration 1,731 1,731 -
- deferred consideration 374 374 -
Total purchase consideration 6,937 6,937 -
Less fair value of net assets acquired 2,696 2,722 (26)
Goodwill 4,241 4,215 26
At 30 June 2017
£’000
At 31 Dec 2016
£’000 Change
£’000
Purchase consideration settled in cash 4,832 4,832 -
Cash and cash equivalents - own cash in subsidiaries acquired (1,078) (1,078) -
3,754 3,754 -
Cash and cash equivalents - fiduciary cash in subsidiaries acquired (1,098) (1,098) -
Cash outflow on acquisition 2,656 2,656 -
Current period acquisitions
During the period the following new business acquisitions and additional investments were completed:
Notes Acquisition
date
Percentage voting rights
acquired Cost £’000
Construction Risk Partners LLC (CRP) i Jan 2017 50.1% 39,417
Additional investments in existing businesses ii Jan- Jun 2017 various 4,877
44,294
i) Acquisition of Construction Risk Partners LLC (CRP)
On 27 January 2017, the Group completed the acquisition of CRP Holding Company LLC, the holding company of Construction Risk Partners LLC (CRP), one of the leading construction risk and surety specialty brokers in the USA, providing risk consulting and broking services. The acquired business contributed revenue of £9,111,000 and net profit, including acquisition and integration costs incurred to date, of £2,892,000 to the Group for the period since acquisition. If the acquisition had taken place on 1 January 2017, we estimate the contribution to Group revenue would have been £10,933,000 and net profit, including acquisition and integration costs incurred to date, would have been £3,470,000.
Goodwill calculation £’000
Purchase consideration
- cash paid 39,417
- contingent consideration -
Total purchase consideration 39,417
Less fair value of net assets acquired 1,623
Goodwill 37,794
The assets and liabilities arising from the acquisition were as follows:
Acquiree’s carrying amount
£’000 Fair value
£’000
Property, plant and equipment 381 381
Other intangible assets 2 2
Trade and other receivables 4,794 4,794
Cash and cash equivalents
- own cash 2,574 2,574
- fiduciary cash 9,589 9,589
Insurance payables (9,589) (9,589)
Trade and other payables (4,202) (4,202)
Non-controlling interests (1,926) (1,926)
1,623 1,623
£’000
Purchase consideration settled in cash 39,417
Cash and cash equivalents - own cash in subsidiary acquired (2,574)
36,843
Cash and cash equivalents - fiduciary cash in subsidiary acquired (9,589)
Cash outflow on acquisition 27,254
As at 30 June 2017, the process of reviewing the fair values of assets acquired had not been completed, consequently the fair values stated above are provisional.
Goodwill recognised is expected to be deductible for income tax purposes.
ii) Other acquisitions and additional investments
Goodwill calculation £’000
Purchase consideration
- cash paid 4,877
Total purchase consideration 4,877
Less fair value of net assets acquired 779
Less equity movement on transactions with non-controlling interest 4,098
Goodwill -
The assets and liabilities arising from the acquisition were as follows:
Acquiree’s carrying amount
Fair value £’000
Non-controlling interests 779 779
779 779
£’000
Purchase consideration settled in cash 4,877
Cash outflow on acquisition 4,877
As at 30 June 2017, the process of reviewing the fair values of assets acquired had not been completed, consequently the fair values stated above are provisional.
Group summary of the net assets acquired and goodwill
CRP
£'000 Others
£'000 Total £'000
Purchase consideration:
- cash paid 39,417 4,877 44,294
Total purchase consideration 39,417 4,877 44,294
Less fair value of net assets acquired 1,623 779 2,402
Less equity movement on transactions with non-controlling interests - 4,098 4,098
Goodwill on acquisitions occurring during the period 37,794 - 37,794
Impact of revision to fair value adjustment in relation to acquisitions completed in 2016 26
Net increase in goodwill 37,820
Impact of additional investments 4,098
Net decrease in equity 4,098
Group summary of cash flows
CRP
£'000 Others
£'000 Total £'000
Purchase consideration settled in cash 39,417 4,877 44,294
Cash and cash equivalents - own cash in subsidiary acquired (2,574) - (2,574)
36,843 4,877 41,720
Cash and cash equivalents - fiduciary cash in subsidiary acquired (9,589) - (9,589)
Cash outflow on acquisitions in the period 27,254 4,877 32,131
19. BUSINESS DISPOSALS On 31 May 2017, the Group disposed of 100% of its shareholdings in Expacare Limited.
Net assets and proceeds of disposal
Fair value
£’000
Other intangible assets 8
Trade and other receivables 538
Cash and cash equivalents
- own cash 235
Trade and other payables (239)
Current taxation (48)
Deferred taxation 3
Net assets at disposal 497
Gain on disposal 682
Proceeds on disposal 1,179
Cash inflow on disposal during the period 1,179
Total consideration 1,179
Total £’000
Disposal consideration settled in cash 1,179
Cash and cash equivalents
- own cash in subsidiary disposed (235)
Cash inflow on disposal during the period 944
On 3 April 2017, the Group disposed of a retail book of business in Australia for a total consideration of £773,000. After costs on disposal of £501,000, the disposal resulted in a gain of £272,000. The transaction generated a cash inflow of £657,000 and the remaining consideration of £116,000 will be received in second half of the year.
Group summary of cash flows
Expacare
£’000 Others £’000
Total £’000
Disposal consideration settled in cash 1,179 657 1,836
Cash and cash equivalents - own cash in subsidiary disposed (235) - (235)
Cash inflow on disposal during the period 944 657 1,601
20. RETIREMENT BENEFIT OBLIGATIONS The Group operates a number of pension schemes throughout the world, the most significant of which are of the defined benefit type and operate on a funded basis. The principal pension schemes are the Jardine Lloyd Thompson UK Pension Scheme, the JLT (USA) Incentive Savings Plan, the JLT (USA) Employee Retirement Plan, the JLT (USA) Stable Value Plan, the Pension Plan for Employees of Jardine Lloyd Thompson Canada Inc. and the Jardine Lloyd Thompson Ireland Limited Pension Fund.
The pension service costs accrued for the period are as follows:
UK Schemes Overseas Schemes Total
6 months ended
30 June 2017 £’000
6 months ended
30 June 2016 £’000
6 months ended
30 June 2017 £’000
6 months ended
30 June 2016 £’000
6 months ended
30 June 2017 £’000
6 months ended
30 June 2016 £’000
Defined benefit schemes - - - 463 - 463
Defined contribution schemes 10,269 10,664 12,020 9,453 22,289 20,117
10,269 10,664 12,020 9,916 22,289 20,580
The amounts recognised in the consolidated income statement are as follows:
UK Schemes Overseas Schemes Total
6 months ended
30 June 2017 £’000
6 months ended
30 June 2016 £’000
6 months ended
30 June 2017 £’000
6 months ended
30 June 2016 £’000
6 months ended
30 June 2017 £’000
6 months ended
30 June 2016 £’000
Service cost - - - (463) - (463)
Expenses (180) (170) (205) (48) (385) (218)
Total (included within salaries and associated expenses) (180) (170) (205) (511) (385) (681)
Interest cost (9,170) (10,783) (1,247) (1,209) (10,417) (11,992)
Expected return on assets 6,605 8,508 1,000 985 7,605 9,493
Total (included within finance costs) (2,565) (2,275) (247) (224) (2,812) (2,499)
Expenses before taxation (2,745) (2,445) (452) (735) (3,197) (3,180)
The amounts disclosed in respect of both the UK and Overseas defined benefit schemes ("the Schemes") have been projected from previous valuations of the Schemes. They do not represent the results of a full actuarial valuation. In respect of 30 June 2017 the Group has updated its assumption regarding the discount rate applicable to the Schemes' liabilities in line with current market information. The amounts included in the consolidated statement of comprehensive income are as follows:
UK Scheme Overseas Schemes Total
6 months ended 30 June 2017 £’000 % £’000 % £’000
Actual return less expected return on Scheme assets 16,433 1,999 18,432
% of period end market value of Scheme assets 3.4% 3.5% Experience gains arising on Scheme liabilities (1) - (563) (563)
% of period end present value of Scheme liabilities (1) - (0.8%) Changes in assumptions underlying the present value of the Scheme liabilities
9,961 (2,384) 7,577
% of period end present value of Scheme liabilities 1.5% (3.3%) Actuarial losses recognised in reserves (2) 26,394 - (948) 25,446
% of period end present value of Scheme liabilities 4.1% (1.3%) UK Scheme Overseas Schemes Total
6 months 6 months 6 months 6 months 6 months 6 months
ended
30 June ended
30 June
ended 30 June
ended 30 June
ended 30 June
ended 30 June
2017 2016 2017 2016 2017 2016
£’000 £’000 £’000 £’000 £’000 £’000
Defined benefit obligation Present value of funded obligations (644,242) (646,314) (71,441) (75,373) (715,683) (721,687)
Fair value of plan assets 483,395 464,946 56,734 55,267 540,129 520,213
Net liability recognised in the balance sheet (160,847) (181,368) (14,707) (20,106) (175,554) (201,474)
Total
6 months 6 months
ended
30 June ended
30 June
2017 2016
£’000 £’000
Defined benefit obligation Retirement benefit surpluses 125 -
Retirement benefit obligations (175,679) (201,474)
Net liability recognised in the balance sheet (175,554) (201,474)
UK Scheme Overseas Schemes Total
6 months 6 months 6 months 6 months 6 months 6 months
ended
30 June ended
30 June
ended 30 June
ended 30 June
ended 30 June
ended 30 June
2017 2016 2017 2016 2017 2016
£’000 £’000 £’000 £’000 £’000 £’000
Reconciliation of defined benefit liability Opening defined benefit liability (184,496) (118,947) (13,916) (11,440) (198,412) (130,387)
Exchange differences - - 609 (1,598) 609 (1,598)
Pension expense (2,745) (2,445) (452) (735) (3,197) (3,180)
Employer contributions - - - 63 - 63
Total gain/(loss) recognised in reserves (2) 26,394 (59,976) (948) (6,396) 25,446 (66,372)
Net liability recognised in the balance sheet (160,847) (181,368) (14,707) (20,106) (175,554) (201,474)
(1) Calculation is only done as part of the year-end valuation of the schemes
(2) Amounts recognised in reserves have been taken through the consolidated statement of comprehensive income
21. RELATED-PARTY TRANSACTIONS
The Group has taken advantage of the exemption available under IAS 24, “Related Party Disclosures”, not to disclose details of transactions with its subsidiary undertakings. For the period, the Group’s related parties are the same as those disclosed on page 162 of the Group’s Annual Report for 2016. The
basis of the remuneration of the Directors and key management remains consistent with that reported in the Group’s Annual Report for 2016.
22. PRINCIPAL RISKS
As a global company, JLT faces a range of risks, each of which has the potential to impact on the achievement of our strategic business objectives, as well as
providing opportunity in the right circumstances.
The Group takes a holistic approach to risk management and the control environment with the responsibility and accountability shared across all the Group companies, and the ultimate responsibility resting with the Board.
The outcome of the EU referendum on 23 June 2016 introduced uncertainty in future periods. Whilst there has been much speculation in the press about the
scenarios the country faces, the Group continues to serve its clients' best interests. The Group continues to monitor events closely working with its insurance partners and clients, as the outcome starts to become more certain.
The principal risks to which the Group will be exposed in the second half of the financial year are substantially the same as those discussed on pages 44 and
45 of the Group’s Annual Report for 2016. These are summarised below:
PRINCIPAL RISKS NATURE OF RISK
STRATEGIC RISKS
Economic Instability JLT’s business is more tied to economic activity and growth rather than (re)insurance market rates,
since greater levels of corporate activity generally drive greater demand for the Group’s services.
There is a risk that economic instability reduces client demand.
Strategic Risks There are risks to the Group’s strategic plan arising from changes in the external environment,
markets, customer behaviour and political developments such as Brexit, as well as risks arising from acquisitions and strategic change initiatives.
OPERATIONAL RISKS
Loss of Key Staff The Group’s principal asset is its people; there is a risk that the organisation may not be able to
attract and retain market leading talent.
Business Interruption The Group operates from over 100 offices in 40 territories across the world, each with a unique local
environment. There is a risk of a business interruption due to a large, unexpected incident.
Loss of IT Environment The Group is reliant on the ability to process its transactions on behalf of its clients. Risks arise from non-performance or failure of an IT outsourcing provider / IT supplier, malicious act and/or cyber
crime and internal operational issues.
Information Security Intermediaries and pension administrators process and retain confidential data in the normal course of business. Risks relate to loss of customer records or breach of confidentiality due to inadequate
security and other key controls.
Data Privacy Risks arising from non-compliance with or misinterpretation of local or international data privacy
regulation/legislation/laws.
Errors and Omissions Intermediaries run a risk of incurring a loss if the operating procedures in place across the Group in relation to market security, placement and claims are not complied with or alleged
negligence/breach of contract in the provision of services/advice becomes apparent.
Litigation Litigation risk can arise from a number of different sources such as:
- M&A litigation (e.g. breach of Sale & Purchase Agreement).
- Breach of Employment Law.
- Tortious liability arising from the recruitment of individuals where appropriate recruitment controls
are not adhered to.
Regulatory Breach / Financial Crime (including internal and external fraud)
Risks arise from non-compliance with or misinterpretation of local and international regulations and failure to meet regulatory standards both in the present, and retrospectively, in relation to past
business activities.
FINANCIAL RISKS
Capital Risk and Liquidity Risks arising from an inability to maintain an effective and efficient capital structure and ensure an
optimal cost of capital, or meet the short term financial demands of the business.
Foreign Currency The Group has foreign exchange exposures to:
- ‘Translational’ risk arising from the need to convert currencies into GBP for reporting purposes.
- ‘Transactional’ risk arising from revenues and costs being denominated in different currencies.
Counterparty Risk There is a risk associated with a failure of a key counterparty resulting in a loss of own cash,
fiduciary funds, investments and deposits, derivative assets and/or trade receivables.
Defined Benefit Pension Scheme Risk of adverse impact on the balance sheet and income statement as a consequence of an increase in the Defined Benefit Pension Scheme deficit.
23. FORWARD-LOOKING STATEMENTS
Certain statements in this interim report are forward-looking. Although the Group believes that the expectations reflected in these forward-looking statements
are reasonable, it can give no assurance that these expectations will prove to have been correct. Because these statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by these forward-looking statements.
The Group undertakes no obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The directors confirm that this consolidated interim financial information has been prepared in accordance with IAS 34 as adopted by the European Union and that the interim management report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:
• An indication of important events that have occurred during the first six months and their impact on the condensed set of financial statements, and a
description of the principal risks and uncertainties for the remaining six months of the financial year; and
• Material related-party transactions in the first six months and any material changes in the related-party transactions described in the last Annual Report.
The directors of JLT Group plc are listed in the Annual Report of the Company for the year ended 31 December 2016, subject to the following change which
has taken place since the publication of that document: Bruce Carnegie-Brown stepped down from the Board on 14 June 2017.
On behalf of the Board
CHARLES ROZES Finance Director 27 July 2017
INDEPENDENT REVIEW REPORT TO JARDINE LLOYD THOMPSON GROUP PLC
REPORT ON THE CONSOLIDATED INTERIM FINANCIAL STATEMENT Our conclusion
We have reviewed Jardine Lloyd Thompson Group plc's consolidated interim financial statements (the ‘interim financial statements’) in the interim
results of Jardine Lloyd Thompson Group plc for the 6 month period ended 30 June 2017. Based on our review, nothing has come to our attention that causes us to believe that the interim financial statements are not prepared, in all material respects, in accordance with International Accounting Standard 34, ‘Interim Financial Reporting’, as adopted by the European Union and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom’s Financial Conduct Authority.
What we have reviewed
The interim financial statements comprise:
• The consolidated balance sheet as at 30 June 2017;
• The consolidated income statement and consolidated statement of comprehensive income for the period then ended;
• The consolidated statement of cash flows for the period then ended;
• The consolidated statement of changes in equity for the period then ended; and
• The explanatory notes to the interim financial statements.
The interim financial statements included in the interim results have been prepared in accordance with International Accounting Standard 34, ‘Interim Financial Reporting’, as adopted by the European Union and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom’s Financial Conduct Authority.
As disclosed in note to the interim financial statements, the financial reporting framework that has been applied in the preparation of the full annual financial statements of the Group is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.
RESPONSIBILITIES FOR THE INTERIM FINANCIAL STATEMENTS AND THE REVIEW
Our responsibilities and those of the directors
The interim results, including the interim financial statements, is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the interim results in accordance with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom’s Financial Conduct Authority.
Our responsibility is to express a conclusion on the interim financial statements in the interim results based on our review. This report, including the conclusion, has been prepared for and only for the company for the purpose of complying with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom’s Financial Conduct Authority and for no other purpose. We do not, in giving this conclusion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
What a review of interim financial statements involves
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, ‘Review of Interim Financial Information Performed by the Independent Auditor of the Entity’ issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.
A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
We have read the other information contained in the interim results and considered whether it contains any apparent misstatements or material inconsistencies with the information in the interim financial statements.
PricewaterhouseCoopers LLP Chartered Accountants London 27 July 2017
a. The maintenance and integrity of the Jardine Lloyd Thompson Group plc website is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the interim financial statements since they were initially presented on the website.
b. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.